Mondelez 2012 Annual Report Download - page 168

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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temporary basis to address urgent problems, and excluding Supplier Overhead Materials), Supplier Affiliates or third party
contractors to permit Kraft, the Eligible Recipients and/or their designee(s) to assume prospectively any or all such
contracts or to enter into new contracts with Kraft, the Eligible Recipients and/or their designees on substantially the same
terms and conditions, including price. Supplier shall so assign the designated subcontracts and Third Party Contracts to
Kraft, the Eligible Recipients and/or their designee(s) as of the expiration or termination date or the completion of any
Termination Assistance Services requiring such subcontracts or Third Party Contracts, whichever is later. There shall be no
charge or fee imposed on Kraft, the Eligible Recipients and/or their designee(s) by Supplier or its Subcontractors,
Affiliates or third party contractors for such assignment. Supplier shall (i) represent and warrant that it is not in default
under such subcontracts and Third Party Contracts, (ii) represent and warrant that all payments thereunder through the date
of assignment are current, and (iii) notify Kraft of any Subcontractor’s or third party contractor’s default with respect to
such subcontracts and Third Party Contracts of which it is aware at the time.
4.4.2.7
Other Subcontracts and Third Party Contracts
. In addition to its obligations under
Section 4.4.2.6
, and subject to
Kraft’s consent to the contrary in Section 6.4.3
, Supplier shall make available to Kraft, the Eligible Recipients and/or their
designee(s), pursuant to reasonable terms and conditions, any Subcontractor or third party services then being utilized by
Supplier in the performance of the Services. Supplier shall retain the right to utilize any such Subcontractor or third party
services in connection with the performance of services for any other Supplier customer. Kraft and the Eligible Recipients
shall retain the right to contract directly with any such subcontractor or third party previously utilized by Supplier to
perform any Services or to assume Supplier’s contract with such Subcontractor or third party to the extent provided in
Section 4.4.2.6
.
4.4.2.8
Rates and Charges
. Except as otherwise provided in this
Section 4.4.2.8
and
Section 4.4.2.9
, if Kraft requests that
Supplier provide or perform Termination Assistance Services in accordance with this Agreement, Kraft shall pay Supplier
the rates and charges specified in the applicable Supplement for the additional Supplier Personnel or resources required to
perform such Termination Assistance Services. To the extent rates and charges for such Supplier Personnel or resources
are not specified in the applicable Supplement, Kraft shall pay Supplier a negotiated fee, which will be [ * * * ] that is [ * *
* ] the [ * * * ] reflected in the applicable rates under the applicable Supplement from Supplier’
s [ * * * ]. To the extent the
Termination Assistance Services requested by Kraft can be provided by Supplier using personnel and resources already
assigned to Kraft to provide the Services and that are not removed as a result of Kraft's request that Services be reduced,
and without adversely impacting the remaining personnel’s ability to perform their responsibilities in accordance with this
Agreement, including the applicable Service Levels, there will be no additional charge to Kraft for such Termination
Assistance Services. If the Termination Assistance Services requested by Kraft cannot be provided by Supplier using
personnel and resources as described in the preceding sentence, Kraft, in its sole discretion, may forego or delay any work
activities or temporarily or permanently adjust the work